Understanding and application of "illegal external guarantee has not been lifted" —— No.5 Application Opinion of Securities and Futures Law Before submitting the application documents for non-public offering of shares, the sponsor institution and the issuer's lawyer can issue an opinion that the illegal guarantee has been lifted or its potential risks to the listed company have been eliminated after verification of any of the following circumstances:

(1) The listed company and its subsidiaries have taken corresponding rectification measures, the self-regulatory organizations, administrative supervision departments or judicial organs have investigated the legal responsibilities of the illegal units and related personnel according to law (including filing an investigation or filing an investigation), and relevant information has been disclosed in a timely manner; (Corrected, investigated and disclosed)

(2) The listed company and its subsidiaries have confirmed their estimated liabilities or assumed the guarantee liabilities due to the payment obligations arising from the violation of the Accounting Standards for Business Enterprises, and the self-regulatory organizations, administrative supervision departments or judicial organs have investigated the legal responsibilities of the illegal units and relevant personnel according to law (including filing an investigation or filing an investigation), and the relevant information has been disclosed in time; (Confirmation/Commitment, Investigation and Disclosure)

(3) If the guarantee contract is not established, effective or declared invalid, dissolved or revoked, the listed company and its subsidiaries will no longer bear the guarantee liability and other related compensation liabilities; (Not established, not effective, invalid, dissolved or revoked)

(4) The guarantee liability has been lifted due to the debtor's full repayment of the debt or the creditor's failure to require the listed company and its subsidiaries to bear the liability according to law;

(5) Due to other reasons, the security matters no longer have a significant adverse impact on the interests of listed companies and their public shareholders.

Item (2) of the preceding paragraph gives the listed company and its subsidiaries certain options, but it is not encouraged to directly bring economic losses to the listed company and its shareholders by assuming the guarantee responsibility in advance. Listed companies and their subsidiaries can give investors a clear expectation by choosing the confirmation method of expected liabilities, and at the same time try to avoid or reduce losses through legal channels.

Item b meets the third situation.